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2 2.2 Purchase Price. The purchase price for the Property to be paid by City to Seller (the “Purchase Price”) is One Hundred Forty-Seven Thousand Two Hundred Seventy Dollars ($147,270). The Purchase Price will be paid in full in immediately available funds to Seller on the Closing Date (defined below). 3. DUE DILIGENCE AND PRE-CLOSING REQUIREMENTS. 3.1 Due Diligence Contingency Period. City will have thirty (30) days from the Effective Date (the “Due Diligence Contingency Period”) to complete physical inspections of the Restaurant FF&E and due diligence related to the purchase of the Restaurant FF&E. 3.2 Inspection of Restaurant FF&E. During the Due Diligence Contingency Period, City, its agents, contractors and employees shall have the right to enter the Restaurant for the purpose of making inspections of the Restaurant FF&E. All of such entries of the Restaurant shall be at reasonable times during normal business hours and after at least twenty-four (24) hours’ prior notice to Seller, and Seller or Seller’s agent shall have the right to accompany City during any activities performed by City in the Restaurant. City shall defend, indemnify and hold Seller harmless from and against any and all losses, costs, damages, claims or liabilities, including but not limited to, mechanic’s and materialmen’s liens, arising out of or in connection with City’s inspection of the Restaurant and Restaurant FF&E as allowed pursuant to this Section 3.2. The provisions of this Section 3.2 shall survive the Closing or any earlier termination of this Agreement. 3.3 Satisfaction of Due Diligence Contingency. City shall have the right, in its sole discretion, to terminate this Agreement for any reason, or no reason, until the expiration of the Due Diligence Contingency Period. City hereby agrees to provide written notice to Seller prior to the expiration of the Due Diligence Contingency Period of City’s election to terminate the Agreement. Upon provision of such notice to Seller, this Agreement will terminate, and neither Party will have any further rights or obligations hereunder except those which expressly survive the termination of this Agreement. 3.4 No Additional Compensation for Relocation. Seller agrees that the Purchase Price payment to be paid to Seller pursuant to Section 2.2 above constitutes full satisfaction of any and all City obligations to Seller, including without limitation any obligations for relocation assistance, relocation benefits, goodwill, compensation for personal property, furniture, fixtures and equipment, leasehold bonus value or damages of any nature. 3.5 Removal of Debris. Seller shall remove from the Restaurant all waste and debris, if any, prior to the Closing. 4. CLOSING AND PAYMENT OF PURCHASE PRICE. 4.1 Closing. The closing (“Closing”) will occur no later than October 30, 2023 (“Outside Closing Date”). City shall have the right to extend the Outside Closing Date by thirty (30) days (the “Extension Period”) by payment to Seller of a nonrefundable extension closing payment of Twenty-Five Thousand Dollars ($25,000). City shall provide Seller not less than thirty DRAFT